Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide material information relevant to an assessment of Danaher Corporation’s (“Danaher,” the “Company,” “we,” “us” or “our”) financial condition and results of operations, including an evaluation of the amounts and certainty of cash flows from operations and from outside sources. The MD&A is designed to focus specifically on material events and uncertainties known to management that are reasonably likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that are reasonably likely based on management’s assessment to have a material impact on future operations. The Company’s MD&A is divided into five sections:
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Information Relating to Forward-Looking Statements
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Overview
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Results of Operations
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Liquidity and Capital Resources
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Critical Accounting Estimates
You should read this discussion along with the Company’s MD&A and audited financial statements and Notes thereto as of and for the year ended December 31, 2024, included in the Company’s 2024 Annual Report and the Company’s Consolidated Condensed Financial Statements and related Notes as of and for the three and nine-month periods ended September 26, 2025 included in this Quarterly Report on Form 10-Q (“Report”).
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Report, in other documents we file with or furnish to the Securities and Exchange Commission, in our press releases, webcasts, conference calls, presentations, materials delivered to shareholders and other communications, are “forward-looking statements” within the meaning of the U.S. federal securities laws. All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of tariff or other trade-related impacts, expected impacts of the U.S. government shutdown, revenue, expenses, profit, profit margins, asset values, pricing, tax rates, tax provisions, cash flows, pension and benefit obligations and funding requirements, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, customer demand, cost reductions, restructuring activities, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, divestitures, spin-offs, split-offs, initial public offerings, other securities offerings or other distributions, strategic opportunities, stock repurchases, dividends, executive compensation and potential executive stock sales or purchases; growth, declines and other trends in markets we sell into; future, new or modified laws, regulations, accounting pronouncements or public policy changes; regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future currency exchange rates and fluctuations in those rates; the potential or anticipated direct or indirect impact of public health crises, climate change, military or geopolitical conflicts or other man-made or natural disasters on our business, results of operations and/or financial condition; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future. Terminology such as “believe,” “anticipate,” “assume,” “continue,” “should,” “could,” “intend,” “will,” “plan,” “aim,” “expect,” “estimate,” “project,” “target,” “can,” “may,” “possible,” “potential,” “upcoming,” “forecast” and “positioned” and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements are accompanied by such words.
Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other factors. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Important factors, risks and uncertainties that in the
future could cause actual results to differ materially from those envisaged in the forward-looking statements, and that in some cases have affected us in the past, include the following:
Business and Strategic Risks
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Conditions in the global economy, the particular markets we serve and the financial markets (including economic impacts from the U.S. government shutdown that began in October 2025) can adversely affect our business and financial statements.
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We face intense competition and if we are unable to compete effectively, we may experience decreased demand and decreased market share. Even if we compete effectively, we may be required to reduce the prices we charge.
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Our growth depends on the timely development and commercialization, and customer acceptance, of new and enhanced products and services based on technological innovation. Our growth also suffers when the markets into which we sell our products and services decline, do not grow as anticipated or experience cyclicality.
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The healthcare industry and related industries that we serve are undergoing significant changes in an effort to reduce (and increase the predictability of) costs, which can adversely affect our business and financial statements.
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Economic, political, geopolitical, legal, compliance, social and business factors (including the impact of military conflicts), both in the U.S. and outside the U.S., can negatively affect our business and financial statements. For example, elections can result in significant political shifts and/or disruptions, and the 2025 change in the U.S. administration as well as recent Supreme Court decisions have resulted in policy, regulatory and economic changes, challenges and uncertainty, including with respect to tariffs and healthcare-related topics. Delays in National Institutes of Health (“NIH”) funding related to the U.S. government shutdown that commenced in October 2025 may also negatively affect our business and financial statements.
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Uncertainties with respect to the development, deployment and use of artificial intelligence in our business and products may result in harm to our business and reputation.
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Global heath crises, pandemics, epidemics or other outbreaks can adversely impact certain elements of our business and financial statements.
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Business partners and other third-parties we rely on for development, supply and/or marketing of certain products, potential products and technologies could fail to perform sufficiently.
Acquisitions, Divestitures and Investment Risks
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The inability to consummate acquisitions at our historical rate and appropriate prices, realize the economic benefits of consummated acquisitions or to make appropriate investments that support our long-term strategy, can negatively impact our business. Our acquisition of businesses, investments, joint ventures and other strategic relationships can also negatively impact our business and financial statements and our indemnification rights may not fully protect us from liabilities related thereto.
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Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we or our predecessors have previously disposed could adversely affect our business and financial statements. For example, we could incur significant liability if any of the split-off or spin-off transactions we have previously consummated are determined to be a taxable transaction or otherwise pursuant to our indemnification obligations with respect to such transactions.
Operational Risks
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Significant disruptions in, or breaches in security of, our information technology (“IT”) systems or data; data privacy violations; other losses or disruptions to facilities, supply chains, distribution systems or IT systems due to catastrophe; and labor disputes can all adversely affect our business and financial statements.
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Defects, manufacturing problems and unanticipated use or inadequate disclosure with respect to our products or services, or allegations thereof, can adversely affect our business and financial statements.
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Climate change, legal or regulatory measures to address climate change and other sustainability topics and any inability to address regulatory requirements or stakeholder expectations with respect to climate change and other sustainability topics, may negatively affect our business and financial statements.
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Our financial results are subject to fluctuations in the cost and availability of the supplies we use in, and the labor we need for, our operations, as well as adverse changes with respect to key distributors and channel partners.
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Our success depends on our ability to recruit, retain and motivate talented employees.
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Our restructuring actions can have long-term adverse effects on our business and financial statements.
Intellectual Property Risks
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Any inability to adequately protect or avoid third-party infringement of our intellectual property, and third-party claims we are infringing intellectual property rights, can adversely affect our business and financial statements.
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The U.S. government has certain rights with respect to incremental production capacity attributable to, and/or the intellectual property we have developed using, government financing. In addition, in times of national emergency the U.S. government could also control our allocation of manufacturing capacity.
Financial and Tax Risks
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From time to time our outstanding debt has increased significantly as a result of acquisitions and other factors, and we may incur additional debt. Such indebtedness may limit our operations and use of cash flow and negatively impact our credit ratings; and failure to comply with our indebtedness-related covenants could adversely affect our business and financial statements.
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Our business and financial statements can be adversely affected by foreign currency exchange rates, changes in our tax rates (including as a result of changes in tax laws) or income tax liabilities/assessments, the outcome of tax audits, recognition of impairment charges for our goodwill or other intangible assets and fluctuations in the cost and availability of commodities.
Legal, Regulatory, Compliance and Reputational Risks
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Significant developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.
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Our businesses are subject to extensive regulation (including those applicable to the healthcare industry). Failure to comply with those regulations (including by our employees, agents or business partners) or significant developments or changes in U.S. or non-U.S. laws or policies can adversely affect our business and financial statements.
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We are subject to, or otherwise responsible for, a variety of litigation and other legal and regulatory proceedings in the course of our business that can adversely affect our business and financial statements.
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With respect to the regulated medical devices we offer, product introductions or modifications can require regulatory clearance or authorizations and we can be required to recall or cease marketing such products; off-label marketing can result in penalties; and clinical trials can have results that are unexpected or are perceived unfavorably by the market, all of which can adversely affect our business and financial statements.
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Our operations, products and services also expose us to the risk of environmental, health and safety liabilities, costs and violations that can adversely affect our business and financial statements.
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Our By-law exclusive forum provisions could limit our stockholders’ ability to choose their preferred judicial forum for disputes.
See “Part I—Item 1A. Risk Factors” of the Company’s 2024 Annual Report and Part II-Item 1A of this report for further discussion regarding reasons that actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements. Forward-looking statements speak only as of the date of the report, document, press release, webcast, call, presentation, materials or other communication in which they are made. Except to the extent required by applicable law, we do not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.
OVERVIEW
General
As a result of the Company’s geographic and industry diversity, the Company faces a variety of opportunities and challenges, including rapid technological development (particularly with respect to computing, automation, artificial intelligence, mobile connectivity and digitization) in most of the Company’s served markets, the expansion and evolution of opportunities in high-growth markets, trends and costs associated with a global labor force, consolidation of the Company’s competitors, increasing regulation and a rapidly evolving global trade environment. The Company operates in a highly competitive business environment in most markets, and the Company’s long-term growth and profitability will depend in particular on its ability to expand its business in high-growth geographies and high-growth market segments, identify, consummate and integrate appropriate acquisitions and identify and consummate appropriate investments and
strategic partnerships, develop innovative and differentiated new products and services with higher gross profit margins, expand and improve the effectiveness of the Company’s sales force, continue to reduce costs and improve operating efficiency and quality and effectively address the demands of an increasingly regulated global environment and the evolving trade environment. The Company is making significant investments, organically and through acquisitions and investments, to address the rapid pace of technological change in its served markets and to position its manufacturing, research and development and customer-facing resources to be responsive to the Company’s customers throughout the world and improve the efficiency of the Company’s operations.
Business Performance and Outlook
During the third quarter of 2025, the Company’s overall revenues and core sales increased 4.5% and 3.0%, respectively, compared to the comparable period of 2024. For the nine-month period ended September 26, 2025, overall revenues and core sales increased 2.5% and 1.5%, respectively, compared to the comparable prior year period. In both periods, the increase in core sales is due to higher core sales in the Biotechnology and Diagnostics segments that were partially offset by lower core sales in the Life Sciences segment. In the three and nine-month periods ended September 26, 2025, the impact of foreign currency increased reported sales by 1.5% and 1.0%, respectively. Price increases contributed 0.5% to sales growth on a year-over-year basis during both the three and nine-month periods ended September 26, 2025 and are reflected as a component of core sales above. For the definitions of “core sales” and “acquisitions” refer to “—Results of Operations” below.
Geographically, the Company’s sales in the three-month period ended September 26, 2025 in developed markets increased year-over-year by 5% and core sales in developed markets were up mid-single digits, primarily due to mid-single digit core sales increases in North America. The increase in core sales in developed markets was primarily driven by increases in the Diagnostics and Biotechnology segments, partially offset by decreased year-over-year core sales in the Life Sciences segment. For the same period, sales in high-growth markets increased year-over-year by 2% and core sales were up low-single digits as a mid-single digit decline in core revenue in China was more than offset by increased core sales in other regions. In the high-growth markets, the Life Sciences and Biotechnology segments’ increase in demand was partially offset by core sales declines in the Diagnostics segment. High-growth markets represented approximately 29% of the Company’s total sales in the third quarter of 2025. For additional information regarding the Company’s sales by geographical region during the three and nine-month periods ended September 26, 2025 and September 27, 2024, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.
The Company’s net earnings for the three and nine-month periods ended September 26, 2025 totaled $908 million and approximately $2.4 billion, or $1.27 and $3.37 per diluted common share, respectively, compared to $818 million and approximately $2.8 billion, or $1.12 and $3.80 per diluted common share, respectively, for the three and nine-month periods ended September 27, 2024. Impairment charges of $548 million ($409 million after-tax or $0.57 per diluted common share) recorded in the nine-month period ended September 26, 2025, net of impairment charges of $222 million ($169 million after-tax or $0.23 per diluted common share) recorded in the nine-month period ended September 27, 2024, and investment losses in the nine-month period ended September 26, 2025, net of investment gains in the nine-month period ended September 27, 2024, were the primary reasons for the year-over-year decline in net earnings and diluted net earnings per common share for the nine-month period ended September 26, 2025.
Currency exchange rates increased reported sales by approximately 1.5% and 1.0% for the three and nine-month periods ended September 26, 2025, respectively, compared to the comparable periods of 2024, primarily due to the exchange rates of the U.S. dollar compared to the euro and other major currencies. In future periods, strengthening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of September 26, 2025 would adversely impact the Company’s sales and results of operations on an overall basis, and weakening of the U.S. dollar against other major currencies compared to the exchange rates in effect as of September 26, 2025 would positively impact the Company’s sales and results of operations. In addition to the translational exchange rate risk to sales, the Company also faces transactional exchange rate risk from transactions with customers in countries outside the U.S. and from intercompany transactions between affiliates. Transactional exchange rate risk (and any resulting gains or losses) arises from the purchase and sale of goods and services in currencies other than the Company’s functional currency or the functional currency of its applicable subsidiary.
Danaher operates a diversified global supply chain and sources parts and materials globally. During 2025, the U.S. has implemented significant new tariffs on imports from a wide range of countries, which has also prompted retaliatory tariffs by a number of countries, including tariffs and export restrictions on certain manufacturing components imposed by China and tariffs pursuant to trade agreements the U.S. has entered into with certain countries. In addition, a number of new tariffs have been threatened and the U.S. and other countries continue to negotiate trade arrangements and tariff levels. In August 2025, the U.S. Court of Appeals for the Federal Circuit ruled against certain of the U.S. tariffs that have been implemented. The U.S. administration has appealed this ruling and the U.S. Supreme Court has agreed to hear the case, with oral arguments anticipated in November 2025.
Based on the tariffs enacted and in effect as of October 19, 2025 (the “enacted tariffs”), the Company anticipates incurring incremental tariff costs for the full year 2025 of several hundred million dollars. These incremental costs from the enacted tariffs reflect their impact on the costs of parts and materials used by the Company to produce products, as well as costs the Company incurs on finished goods shipped to customers. The Company expects to, and has thus far, largely offset the operating profit impact of the enacted tariffs with manufacturing footprint changes, supply chain adjustments, surcharges and additional productivity and cost savings actions. To the extent the Company is unable to continue to offset the incremental cost from the enacted tariffs, the enacted tariffs negatively impact demand or the export restrictions negatively impact manufacturing, the Company’s revenue and profitability would be adversely impacted. If delayed tariffs come into effect or other additional tariffs are adopted, the Company would incur additional tariff costs that could be material and the Company’s revenue and profitability could be adversely impacted.
In addition to changes in trade policy, the new U.S. administration has implemented a number of other regulatory, policy and personnel changes, including the elimination, downsizing and reduced funding of certain government agencies and programs and the cancellation or delay of government contracts and research grants, each of which may be exacerbated by the U.S. government shutdown that began in October 2025. In addition, the administration has changed the composition of and guidance from advisory panels on healthcare practices.
The full impact of the matters noted above on the Company, our customers, end-users and business partners, the overall economy and capital markets remains uncertain. The Company currently expects academic and government demand to remain weaker with ongoing uncertainty around research funding and a cautious bioprocessing equipment spending environment. Refer to “Risk Factors” for additional information.
RESULTS OF OPERATIONS
Non-GAAP Measures
In this report, references to the non-GAAP measure of core sales (also referred to as core revenues or sales/revenues from existing businesses) refer to sales calculated according to U.S. GAAP, but excluding:
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sales from acquired businesses (as defined below); and
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the impact of currency translation.
References to sales or operating profit attributable to acquisitions or acquired businesses refer to sales or operating profit, as applicable, from acquired businesses recorded prior to the first anniversary of the acquisition less any sales and operating profit, during the applicable period, attributable to divested product lines not considered discontinued operations. The portion of revenue attributable to currency translation is calculated as the difference between:
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the period-to-period change in revenue (excluding sales from acquired businesses (as defined above)); and
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the period-to-period change in revenue (excluding sales from acquired businesses (as defined above)) after applying current period foreign exchange rates to the prior year period.
Core sales growth (decline) should be considered in addition to, and not as a replacement for or superior to, sales, and may not be comparable to similarly titled measures reported by other companies. Management believes that reporting this non-GAAP financial measure provides useful information to investors by helping identify underlying growth trends in Danaher’s business and facilitating comparisons of Danaher’s revenue performance with its performance in prior and future periods and to Danaher’s peers. Management also uses this non-GAAP financial measure to measure the Company’s operating and financial performance and uses core sales growth as one of the performance measures in the Company’s executive short-term cash incentive compensation program. The Company excludes the effect of currency translation from this measure because currency translation is not under management’s control, is subject to volatility and can obscure underlying business trends. The Company excludes the effect of acquisitions and divestiture-related items because the nature, size, timing and number of acquisitions and divestitures can vary dramatically from period-to-period and between the Company and its peers and can also obscure underlying business trends and make comparisons of long-term performance difficult.
Throughout this discussion, references to sales growth or decline refer to the impact of both price and unit sales and references to productivity improvements generally refer to improved cost-efficiencies resulting from the ongoing application of the Danaher Business System.
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | % Change Nine-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (GAAP) | 4.5 | % | 2.5 | % | |||||||
| Impact of: | |||||||||||
| Currency exchange rates | (1.5) | % | (1.0) | % | |||||||
| Core sales growth (non-GAAP) | 3.0 | % | 1.5 | % | |||||||
Operating Profit Performance
Operating profit margins increased 260 basis points from 16.5% during the three-month period ended September 27, 2024 to 19.1% for the three-month period ended September 26, 2025.
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were favorably impacted by:
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Third quarter 2024 impairment charge related to a trade name in the Life Sciences segment, net of impairment charges related to technology and other assets in the Biotechnology segment and a trade name in the Diagnostics segment in the third quarter of 2025. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information regarding the impairments - 220 basis points
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Higher 2025 core sales, net of the impact of changes in leverage from the Company’s operations and administrative cost structure and the impact of product mix - 45 basis points
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were unfavorably impacted by:
- Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 5 basis points
Operating profit margins decreased 180 basis points from 19.8% during the nine-month period ended September 27, 2024 to 18.0% for the nine-month period ended September 26, 2025.
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:
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First nine months of 2025 impairment charges related to trade names in the Life Sciences and Diagnostics segments, and impairment charges related to technology, other intangible assets and a facility in the Biotechnology segment, net of an impairment charge related to a trade name in the Life Sciences segment in the first nine months of 2024 - 180 basis points
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Incremental dilutive effect in 2025 of acquired businesses and the impact of a product line disposition which did not qualify as discontinued operations - 20 basis points
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:
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First nine months of 2024 acquisition-related fair value adjustment to inventory - 15 basis points
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Higher 2025 core sales and the impact of product mix, net of the impact of changes in leverage from the Company’s operations and administrative cost structure and the impact of currency exchange rates - 5 basis points
Business Segments
Sales by business segment for each of the periods indicated were as follows ($ in millions):
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Biotechnology | $ | 1,798 | $ | 1,653 | $ | 5,260 | $ | 4,890 | |||||||||||||||
| Life Sciences | 1,792 | 1,782 | 5,249 | 5,297 | |||||||||||||||||||
| Diagnostics | 2,463 | 2,363 | 7,221 | 7,150 | |||||||||||||||||||
| Total | $ | 6,053 | $ | 5,798 | $ | 17,730 | $ | 17,337 | |||||||||||||||
For information regarding the Company’s sales by geographical region, refer to Note 4 to the accompanying Consolidated Condensed Financial Statements.
BIOTECHNOLOGY
The Biotechnology segment includes the bioprocessing and discovery and medical businesses and offers a broad range of equipment, consumables and services that are primarily used by customers to advance and accelerate the research, development, manufacture and delivery of biological medicines. The Company’s solutions support a broad range of biotherapeutics including monoclonal antibodies, recombinant proteins, replacement therapies such as insulin and vaccines, as well as novel cell, gene, mRNA and other nucleic acid therapies.
Biotechnology Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | |||||||||||||||||||
| Sales | $ | 1,798 | $ | 1,653 | $ | 5,260 | $ | 4,890 | |||||||||||||||
| Operating profit | 352 | 390 | 1,324 | 1,177 | |||||||||||||||||||
| Depreciation | 38 | 36 | 110 | 113 | |||||||||||||||||||
| Amortization of intangible assets | 231 | 218 | 672 | 650 | |||||||||||||||||||
| Operating profit as a % of sales | 19.6 | % | 23.6 | % | 25.2 | % | 24.1 | % | |||||||||||||||
| Depreciation as a % of sales | 2.1 | % | 2.2 | % | 2.1 | % | 2.3 | % | |||||||||||||||
| Amortization as a % of sales | 12.8 | % | 13.2 | % | 12.8 | % | 13.3 | % |
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | % Change Nine-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | ||||||||||||||||
| Total sales growth (GAAP) | 9.0 | % | 7.5 | % | |||||||||||||
| Impact of: | |||||||||||||||||
| Currency exchange rates | (2.5) | % | (1.0) | % | |||||||||||||
| Core sales growth (non-GAAP) | 6.5 | % | 6.5 | % | |||||||||||||
Price increases in the segment contributed 2.5% and 2.0%, respectively, to sales growth on a year-over-year basis during the three and nine-month periods ended September 26, 2025 and are reflected as a component of core sales above.
Total segment sales increased 9.0% and 7.5% during the three and nine-month periods, respectively. The increase in segment sales in the three and nine-month periods was led by increased core sales and to a lesser extent by the impact of currency exchange rates. The year-over-year increase in total segment core sales in both periods was led by increased sales of consumables, partially offset by declines in equipment sales. Geographically, the increase in core sales was led by North America in the three-month period and North America and Western Europe in the nine-month period. Based on the current market conditions, the Company expects a cautious equipment spending environment through the remainder of the year.
The year-over-year increase in core sales in the segment was led by high-single digit increases in core sales in the bioprocessing business in both the three and nine-month periods and was primarily driven by improved consumables demand from large pharmaceutical customers, partially offset by lower year-over-year demand for equipment. Core sales in the discovery and medical business increased year-over-year as demand for medical and lab filtration consumables more than offset lower demand for protein research equipment in the life science research end-markets.
Operating Profit Performance
Operating profit margins decreased 400 basis points during the three-month period ended September 26, 2025 as compared to the comparable period of 2024.
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were unfavorably impacted by:
- Third quarter 2025 impairment charge related to technology and other intangible assets - 475 basis points
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were favorably impacted by:
- Higher third quarter 2025 core sales and the impact of product mix, net of the impact of changes in leverage from the Company’s operations and administrative cost structure and the impact of currency exchange rates - 75 basis points
Operating profit margins increased 110 basis points during the nine-month period ended September 26, 2025 as compared to the comparable period of 2024.
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:
- Higher 2025 core sales and the impact of product mix, net of the impact of currency exchange rates - 300 basis points
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:
- First nine months of 2025 impairment charges related to technology, other intangible assets and a facility - 190 basis points
Amortization of intangible assets as a percentage of sales decreased during both the three and nine-month periods ended September 26, 2025 as compared to the comparable periods of 2024, primarily as a result of the increase in sales.
LIFE SCIENCES
The Life Sciences segment offers a broad range of instruments, consumables, services and software that are primarily used by customers to study the basic building blocks of life, including DNA and RNA, nucleic acid, proteins, metabolites and cells, in order to understand the causes of disease, identify new therapies, and test and manufacture new drugs, vaccines and gene editing technologies. Additionally, the segment provides products and consumables used to filter and remove contaminants from a variety of liquids and gases in many end-market applications.
As discussed in Note 8 to the accompanying Consolidated Condensed Financial Statements, during the third quarter of 2025, the Company reorganized and integrated certain businesses within its Life Sciences segment to better serve the Company’s customers in new market segments and to respond to current market conditions. The life sciences instruments business includes the flow cytometry and lab automation solutions business, the mass spectrometry business and the microscopy business. The life science consumables business includes the genomic medicines businesses and the protein consumables business.
Life Sciences Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | |||||||||||||||||||
| Sales | $ | 1,792 | $ | 1,782 | $ | 5,249 | $ | 5,297 | |||||||||||||||
| Operating profit | 222 | 35 | 184 | 503 | |||||||||||||||||||
| Depreciation | 47 | 44 | 137 | 123 | |||||||||||||||||||
| Amortization of intangible assets | 154 | 147 | 453 | 428 | |||||||||||||||||||
| Operating profit as a % of sales | 12.4 | % | 2.0 | % | 3.5 | % | 9.5 | % | |||||||||||||||
| Depreciation as a % of sales | 2.6 | % | 2.5 | % | 2.6 | % | 2.3 | % | |||||||||||||||
| Amortization as a % of sales | 8.6 | % | 8.2 | % | 8.6 | % | 8.1 | % |
Sales Growth (Decline) and Core Sales Decline
| % Change Three-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | % Change Nine-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (decline) (GAAP) | 0.5 | % | (1.0) | % | |||||||
| Impact of: | |||||||||||
| Acquisitions | — | % | (1.0) | % | |||||||
| Currency exchange rates | (1.5) | % | (0.5) | % | |||||||
| Core sales decline (non-GAAP) | (1.0) | % | (2.5) | % | |||||||
Price increases in the segment contributed 1.0% and 0.5% to the change in sales on a year-over-year basis during the three and nine-month periods ended September 26, 2025, respectively, and are reflected as a component of core sales above.
Total segment sales increased 0.5% and decreased 1.0% during the three and nine-month periods ended September 26, 2025, respectively. The sales increase during the three-month period was driven by currency exchange rates, partially offset by a decline in core sales. The sales decline during the nine-month period was primarily a result of decreased core sales, partially offset by the impact of acquisitions and to a lesser extent, the impact of currency exchange rates. The year-over-year decrease in total segment core sales in the three-month period ended September 26, 2025 was driven by a decline in consumables sales, partially offset by increased demand for equipment. In the nine-month period ended September 26, 2025, the year-over-year decrease in total segment core sales was driven by declines in both consumables and equipment sales. Lower funding levels at emerging biotechnology customers and in the academic and government end-markets reduced demand for the segment’s products in both periods. Geographically, the core sales decline in both periods was led by North America.
The year-over-year decrease in segment core sales in the three and nine-month periods was led by the life science consumables businesses, primarily in North America, driven by lower demand for the plasmids and mRNA product lines at two large customers and lower funding levels at emerging biotechnology and academic research customers. In the life science instruments businesses, core sales increased in the three-month period and decreased in the nine-month period, as declines in equipment demand in both periods was more than offset by increased demand for consumables and software in the three-month period. In both periods, core sales in the microscopy and mass spectrometry businesses decreased, while core sales at the flow cytometry and lab automation solutions business increased. During both periods, year-over-year core sales increased in the filtration business. In the three-month period, core sales in filtration increased in all major end-markets while in the nine-month period, increased demand in the microelectronic and aerospace end-markets more than offset decreased year-over-year demand in the energy-related end-market.
Operating Profit Performance
Operating profit margins increased 1,040 basis points during the three-month period ended September 26, 2025 as compared to the comparable period of 2024.
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were favorably impacted by:
- Third quarter 2024 impairment charge related to a trade name - 1,245 basis points
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were unfavorably impacted by:
- Lower third quarter 2025 core sales, the impact of product mix and the impact of changes in leverage from the segment’s operational and administrative cost structure, net of the impact of currency exchange rates - 205 basis points
Operating profit margins decreased 600 basis points during the nine-month period ended September 26, 2025 as compared to the comparable period of 2024.
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were unfavorably impacted by:
-
First nine months of 2025 impairment charge related to a trade name, net of an impairment charge related to a trade name in the first nine months of 2024 - 405 basis points
-
Lower 2025 core sales, the impact of product mix and the impact of changes in leverage from the segment’s operational and administrative cost structure - 205 basis points
-
The incremental dilutive effect in 2025 of acquired businesses - 35 basis points
Year-to-date 2025 vs. year-to-date 2024 operating profit margin comparisons were favorably impacted by:
- First nine months of 2024 acquisition-related fair value adjustment to inventory - 45 basis points
Depreciation and amortization of intangible assets increased as a percentage of sales during both the three and nine-month periods ended September 26, 2025, primarily due to the impact of acquisitions.
DIAGNOSTICS
The Diagnostics segment offers clinical instruments, consumables, software and services that hospitals, physicians’ offices, reference laboratories and other critical care settings use to diagnose disease and make treatment decisions.
Diagnostics Selected Financial Data
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | |||||||||||||||||||
| Sales | $ | 2,463 | $ | 2,363 | $ | 7,221 | $ | 7,150 | |||||||||||||||
| Operating profit | 665 | 615 | 1,937 | 2,001 | |||||||||||||||||||
| Depreciation | 101 | 95 | 301 | 292 | |||||||||||||||||||
| Amortization of intangible assets | 48 | 49 | 144 | 145 | |||||||||||||||||||
| Operating profit as a % of sales | 27.0 | % | 26.0 | % | 26.8 | % | 28.0 | % | |||||||||||||||
| Depreciation as a % of sales | 4.1 | % | 4.0 | % | 4.2 | % | 4.1 | % | |||||||||||||||
| Amortization as a % of sales | 1.9 | % | 2.1 | % | 2.0 | % | 2.0 | % |
Sales Growth and Core Sales Growth
| % Change Three-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | % Change Nine-Month Period Ended September 26, 2025 vs. Comparable 2024 Period | ||||||||||
| Total sales growth (GAAP) | 4.0 | % | 1.0 | % | |||||||
| Impact of: | |||||||||||
| Divestitures | 0.5 | % | 0.5 | % | |||||||
| Currency exchange rates | (1.0) | % | — | % | |||||||
| Core sales growth (non-GAAP) | 3.5 | % | 1.5 | % |
Price decreases in the segment of 1.5% and 1.0%, attributable to the impact of sales promotions and factors discussed below, negatively impacted the year-over-year change in sales during both the three and nine-month periods ended September 26, 2025, respectively, and are reflected as a component of core sales above.
Total segment sales increased 4.0% during the three-month period primarily as a result of increased core sales and to a lesser extent, currency exchange rates, net of the impact of divestitures. Total segment sales increased 1.0% during the nine-month period primarily as a result of increased core sales, net of the impact of divestitures. In the three and nine-month periods, the increase in segment core sales was primarily driven by increased year-over-year demand for consumables. Geographically, increased core sales in North America and most other major markets were partially offset by decreased core sales in China in both periods attributable to the pricing impact of China’s volume-based procurement program and healthcare reimbursement changes.
During the three-month period, core sales growth in the molecular diagnostics business increased year-over-year primarily due to increased core sales in respiratory tests. During the nine-month period, core sales increased year-over-year as increased core sales of non-respiratory tests more than offset decreased core sales of respiratory tests. The Company believes that third quarter 2025 demand for respiratory tests was driven in part by customers purchasing in preparation for the upcoming respiratory season, which may adversely impact demand for such tests in the fourth quarter of 2025. In the segment’s clinical diagnostics businesses core sales increased during both the three and nine-month periods on a year-over-year basis, led by the pathology diagnostics business. In the clinical lab business, increased year-over-year core sales outside of China, led by North America, more than offset core sales declines in China in both the three and nine-month periods, due to the impact of China’s volume-based procurement program and healthcare reimbursement changes.
Operating Profit Performance
Operating profit margin increased 100 basis points during the three-month period ended September 26, 2025 as compared to the comparable period of 2024.
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were favorably impacted by:
- Higher third quarter 2025 core sales and improvements in leverage in the segment’s operational and administrative cost structure, net of the impact of product mix - 170 basis points
Third quarter 2025 vs. third quarter 2024 operating profit margin comparisons were unfavorably impacted by:
-
Third quarter 2025 impairment charge related to a trade name - 60 basis points
-
Third quarter 2025 impact of a product line disposition which did not qualify as discontinued operations - 10 basis points
Operating profit margin decreased 120 basis points during the nine-month period ended September 26, 2025 as compared to the comparable period of 2024. The following factors unfavorably impacted year-over-year operating profit margin:
-
The impact of product mix and currency exchange rates, net of higher 2025 core sales and improvements in leverage from the segment’s operational and administrative cost structure - 85 basis points
-
First nine months of 2025 impairment charge related to a trade name - 20 basis points
-
First nine months of 2025 impact of a product line disposition which did not qualify as discontinued operations - 15 basis points
COST OF SALES AND GROSS PROFIT
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | |||||||||||||||||||
| Sales | $ | 6,053 | $ | 5,798 | $ | 17,730 | $ | 17,337 | |||||||||||||||
| Cost of sales | (2,530) | (2,397) | (7,173) | (7,021) | |||||||||||||||||||
| Gross profit | $ | 3,523 | $ | 3,401 | $ | 10,557 | $ | 10,316 | |||||||||||||||
| Gross profit margin | 58.2 | % | 58.7 | % | 59.5 | % | 59.5 | % |
Cost of sales increased year-over-year during both the three and nine-month periods ended September 26, 2025 as compared to the comparable periods in 2024. The increase during both periods was primarily due to the impact of higher year-over-year sales volumes, currency exchange rates and product mix. The increase during the nine-month period also reflected a $15 million impairment charge related to a facility in the Biotechnology segment. These increases were partially offset by a $25 million acquisition-related charge associated with the fair value adjustment to inventory recorded in the first nine months of 2024 in connection with the acquisition of Abcam plc.
Year-over-year gross profit margin decreased during the three-month period ended September 26, 2025 as compared to the comparable period in 2024 primarily due to product mix, the impact of currency exchange rates and tariff costs, partially offset by the impact of continued productivity improvement initiatives and higher year-over-year sales volumes. Year-over-year gross profit margin remained consistent in the nine-month period ended September 26, 2025 as compared to the comparable prior year period as higher year-over-year sales volumes and the impact of product mix were offset by the impact of currency exchange rates and tariff costs. Gross margin was also impacted by the acquisition-related charge recorded in the first nine months of 2024, net of the facility impairment recorded in the first nine months of 2025, both referenced above.
OPERATING EXPENSES
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| ($ in millions) | September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | |||||||||||||||||||
| Sales | $ | 6,053 | $ | 5,798 | $ | 17,730 | $ | 17,337 | |||||||||||||||
| Selling, general and administrative expenses | 1,991 | 2,060 | 6,209 | 5,736 | |||||||||||||||||||
| Research and development expenses | 378 | 383 | 1,160 | 1,142 | |||||||||||||||||||
| SG&A as a % of sales | 32.9 | % | 35.5 | % | 35.0 | % | 33.1 | % | |||||||||||||||
| R&D as a % of sales | 6.2 | % | 6.6 | % | 6.5 | % | 6.6 | % | |||||||||||||||
SG&A expenses as a percentage of sales decreased year-over-year during the three-month period ended September 26, 2025 and increased year-over-year during the nine-month period ended September 26, 2025 as compared to the comparable periods in 2024. The decrease during the three-month period was primarily due to the $222 million impairment charge recorded in the third quarter of 2024, partially offset by the $101 million of impairment charges incurred in the third quarter of 2025. To a lesser extent, the decrease was driven by incremental year-over-year cost savings associated with continuing productivity improvement initiatives and cost structure improvements, net of a year-over-year increase in costs incurred for productivity improvement actions. The increase in SG&A as a percentage of sales during the nine-month period ended September 26, 2025 was primarily driven by the $548 million of impairment charges recorded in the first nine months of 2025, partially offset by the $222 million impairment charge recorded in the third
quarter of 2024. To a lesser extent, the increase was driven by a year-over-year increase in costs incurred for productivity improvement actions, net of incremental year-over-year cost savings associated with continuing productivity improvement initiatives and cost structure improvements. Refer to Note 8 to the accompanying Consolidated Condensed Financial Statements for additional information regarding the impairment charges.
R&D expenses (consisting principally of internal and contract engineering personnel costs) as a percentage of sales decreased during the three-month period ended September 26, 2025 and remained essentially flat during the nine-month period ended September 26, 2025 as compared to the comparable periods of 2024. The decrease in the three-month period was primarily a result of the timing of spending on new product research and the impact of higher year-over-year sales. In the nine-month period, increased R&D spending correlated to the increase in sales.
OTHER INCOME (EXPENSE), NET
For a description of the Company’s other income (expense), net during the three and nine-month periods ended September 26, 2025 and September 27, 2024, refer to Note 7 to the accompanying Consolidated Condensed Financial Statements.
INTEREST COSTS AND FINANCING
For a discussion of the Company’s outstanding indebtedness, refer to Note 10 to the accompanying Consolidated Condensed Financial Statements.
Interest expense of $67 million and $210 million for the three and nine-month periods ended September 26, 2025, respectively, was $20 million lower and $7 million lower than the comparable periods of 2024, due primarily to a lower average interest rate on the Company’s commercial paper borrowings versus the comparable periods of 2024, partially offset by the impact of currency exchange rates.
Interest income of $3 million and $17 million for the three and nine-month periods ended September 26, 2025, respectively, was $1 million lower and $86 million lower than the comparable periods of 2024, due primarily to lower average cash balances in 2025 as a result of share repurchases.
INCOME TAXES
The following table summarizes the Company’s effective tax rate:
| Three-Month Period Ended | Nine-Month Period Ended | ||||||||||||||||||||||
| September 26, 2025 | September 27, 2024 | September 26, 2025 | September 27, 2024 | ||||||||||||||||||||
| Effective tax rate | 15.6 | % | 16.3 | % | 15.5 | % | 15.6 | % |
The Company operates globally, including in certain jurisdictions with lower tax rates than the U.S. federal statutory rate. Therefore, the impact of Danaher’s global operations and benefits from tax credits and incentives contributes to a lower effective tax rate compared to the U.S. federal statutory tax rate. For each period presented, the effective tax rate differs from the U.S. federal statutory rate of 21.0% principally due to the impact of the Company’s global operations, research tax credits, foreign-derived intangible income and aggregate net discrete benefits or charges.
For the three-month period ended September 26, 2025, the effective tax rate was reduced by the tax effect from intangible asset impairments in jurisdictions with higher statutory tax rates than the Company’s effective tax rate, which reduced the effective tax rate by 1.3%. There was no net discrete tax charge in the three-month period, as a valuation allowance recorded on certain foreign operating losses was offset by benefits from the remeasurement of deferred taxes in a jurisdiction which enacted a tax rate change.
For the three-month period ended September 27, 2024, the effective tax rate included the tax effect from an intangible asset impairment in a jurisdiction with a higher statutory tax rate than the Company’s effective tax rate, which reduced the effective tax rate by 1.4%. There was no net discrete tax benefit in the three-month period, as excess tax benefits from stock-based compensation were offset by other discrete tax charges.
For the nine-month period ended September 26, 2025, the effective tax rate was reduced by the tax effect from intangible asset impairments in jurisdictions with higher statutory tax rates than the Company’s effective tax rate, the remeasurement of deferred taxes in a jurisdiction which enacted a tax rate change and the release of reserves for uncertain tax positions due to the expiration of statutes of limitations, partially offset by a valuation allowance recorded on certain foreign operating losses and changes in uncertain tax positions. The net impact reduced the effective tax rate by 1.2%.
For the nine-month period ended September 27, 2024, aggregate net discrete tax benefits reduced the effective tax rate by 1.4% and related primarily to excess tax benefits from stock-based compensation, release of reserves for uncertain tax positions due to the expiration of statutes of limitation and changes in estimates associated with prior period uncertain tax
positions. The effective tax rate for this period also included the tax effect from an intangible asset impairment, which reduced the effective tax rate by 0.5%.
The Company (including its subsidiaries) conducts business globally, and files numerous consolidated and separate income tax returns in federal, state and foreign jurisdictions. In addition to the Company’s significant presence in the U.S., the Company also has a significant presence in China, Denmark, Germany, Singapore, Sweden, Switzerland and the United Kingdom. Excluding these jurisdictions, the Company believes that a change in the statutory tax rate of any individual foreign country would not have a material impact on the Company’s financial statements given the geographical dispersion of the Company’s taxable income.
The Company and its subsidiaries are routinely examined by various U.S. and non-U.S. taxing authorities. The IRS has completed substantially all of the examinations of the Company’s federal income tax returns through 2015 and is currently examining certain of the Company’s federal income tax returns for 2016 through 2022. In addition, the Company has subsidiaries in Canada, China, Denmark, France, Germany, India, Italy, Switzerland, the United Kingdom and various other countries, states and provinces that are currently under audit for years ranging from 2004 through 2023.
In the fourth quarter of 2022, the IRS proposed significant adjustments to the Company’s taxable income for the years 2016 through 2018 with respect to the deferral of tax on certain premium income related to the Company’s self-insurance programs. For income tax purposes, the recognition of premium income has been deferred in accordance with U.S. tax laws related to insurance. The proposed adjustments would have increased the Company’s taxable income over the 2016 through 2018 periods by approximately $2.5 billion. In the first quarter of 2023, the Company settled these proposed adjustments with the IRS, although the audit is still open with respect to other matters for the 2016 through 2018 period. The impact of the settlement with respect to the Company’s self-insurance policies was not material to the Company’s financial statements, including cash flows and the effective tax rate. As the settlement with the IRS was specific to the audit period, the settlement does not preclude the IRS from proposing similar adjustments to the Company’s self-insurance programs with respect to periods after 2018. Management believes the positions the Company has taken in its U.S. tax returns are in accordance with the relevant tax laws.
On July 4, 2025, the OBBBA was enacted, which includes permanent extensions of most expiring Tax Cuts and Jobs Act provisions as well as international tax changes. The application of the OBBBA to the Company did not have a material impact on its financial statements during the three-month period ended September 26, 2025.
The Company expects its effective tax rate for the remainder of 2025 to be approximately 17.0% based on its projected mix of earnings. The Company’s effective tax rate could vary as a result of many factors, including but not limited to the following:
-
The expected rate for the remainder of 2025 includes the anticipated discrete income tax benefits from excess tax deductions related to the Company’s stock compensation programs, which are reflected as a reduction in tax expense, though the actual benefits (if any) will depend on the Company’s stock price and stock option exercise patterns.
-
The actual mix of earnings by jurisdiction could fluctuate from the Company’s projection.
-
The tax effects of other discrete items, including accruals related to tax contingencies, the resolution of worldwide tax matters, tax audit settlements, statute of limitations expirations and changes in tax regulations.
-
Any additional future changes in tax law or the implementation of increases in tax rates, the impact of future regulations and any related additional tax planning efforts to address these changes.
As a result of the uncertainty in predicting these items, it is reasonably possible that the actual effective tax rate used for financial reporting purposes will change in future periods compared to the estimate above.
Refer to Note 6 to the accompanying Consolidated Condensed Financial Statements for discussion regarding the Company’s significant tax matters.
COMPREHENSIVE INCOME
Comprehensive income decreased by approximately $1.2 billion and increased by approximately $1.8 billion for the three and nine-month periods ended September 26, 2025, respectively, as compared to the comparable periods of 2024. For the three-month period ended September 26, 2025, the decrease in comprehensive income was primarily driven by decreased gains from foreign currency translation adjustments, partially offset by higher net earnings. For the nine-month period ended September 26, 2025, the increase in comprehensive income was primarily driven by increased gains from foreign currency translation adjustments and, to a lesser extent, gains on cash flow hedges, partially offset by lower net earnings. The Company recorded foreign currency translation losses of $71 million and gains of approximately $1.2 billion for the three-month periods ended September 26, 2025 and September 27, 2024, respectively. The Company
recorded foreign currency translation gains of approximately $2.4 billion and $389 million for the nine-month periods ended September 26, 2025 and September 27, 2024, respectively. The foreign currency translation losses in the three-month period ended September 26, 2025 were primarily driven by the change in the exchange rates between the U.S. dollar, Swedish krona and the British pound, while the gains in the nine-month period ended September 26, 2025 were primarily driven by the change in the exchange rates between the U.S. dollar, Swedish krona, the British pound and the euro. Foreign currency translation adjustments reflect the gain or loss resulting from the impact of the change in currency exchange rates on the Company’s foreign operations as they are translated to the Company’s reporting currency, the U.S. dollar. The Company recorded gains of $48 million and $217 million from cash flow hedge adjustments related to the Company’s cross-currency swap derivative contracts for the three and nine-month periods ended September 26, 2025, respectively, as compared to gains of $63 million and of $43 million for the comparable periods of 2024.
LIQUIDITY AND CAPITAL RESOURCES
Management assesses the Company’s liquidity in terms of its ability to generate cash to fund its operating, investing and financing activities. The Company continues to generate substantial cash from operating activities and believes that its operating cash flow, cash on hand and other sources of liquidity will be sufficient to allow it to continue investing in existing businesses (including capital expenditures), consummating strategic acquisitions and investments, paying interest and servicing debt, paying dividends and funding restructuring activities, as well as to repurchase common stock when deemed appropriate and manage its capital structure on a short-term and long-term basis.
The Company has relied primarily on borrowings under its commercial paper program to address liquidity requirements that exceed the capacity provided by its operating cash flows and cash on hand, while also accessing the capital markets from time to time including to secure financing for more significant acquisitions or to take advantage of favorable interest rate environments or other market conditions. Subject to any limitations that may result from market disruptions, the Company anticipates following the same approach in the future.
Overview of Cash Flows and Liquidity
Following is an overview of the Company’s cash flows and liquidity ($ in millions):
| Nine-Month Period Ended | |||||||||||
| September 26, 2025 | September 27, 2024 | ||||||||||
| Net cash provided by operating activities | $ | 4,299 | $ | 4,669 | |||||||
| Cash paid for acquisitions | $ | — | $ | (525) | |||||||
| Payments for additions to property, plant and equipment | (785) | (876) | |||||||||
| Proceeds from sales of property, plant and equipment | 10 | 12 | |||||||||
| Payments for purchases of investments | (79) | (188) | |||||||||
| Proceeds from sales of investments | 12 | 251 | |||||||||
| Proceeds from sale of product line | 9 | — | |||||||||
| All other investing activities | 21 | 39 | |||||||||
| Total cash used in investing activities | $ | (812) | $ | (1,287) | |||||||
| Proceeds from the issuance of common stock in connection with stock-based compensation, net | $ | 39 | $ | 143 | |||||||
| Payment of dividends | (652) | (573) | |||||||||
| Net proceeds from borrowings (maturities of 90 days or less) | 22 | 1 | |||||||||
| Borrowings (maturities longer than 90 days) | 4 | — | |||||||||
| Repayments of borrowings (maturities longer than 90 days) | (500) | (974) | |||||||||
| Payments for repurchase of common stock | (3,088) | (5,170) | |||||||||
| All other financing activities | (108) | (120) | |||||||||
| Total cash used in financing activities | $ | (4,283) | $ | (6,693) |
As of September 26, 2025, the Company held approximately $1.5 billion of cash and cash equivalents.
Operating Activities
Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for income taxes, restructuring activities and productivity improvement initiatives and other items impact reported cash flows.
Operating cash flows were approximately $4.3 billion for the first nine months of 2025, a decrease of $370 million, or 8%, as compared to the comparable period of 2024. The year-over-year change in operating cash flows from 2024 to 2025 was primarily attributable to the following factors:
-
2025 operating cash flows reflected a decrease of $396 million in net earnings for the first nine months of 2025 as compared to the comparable period in 2024.
-
Net earnings for the first nine months of 2025 also included $519 million higher year-over-year noncash charges primarily for impairments, as well as for unrealized investment gains/losses, intangible asset amortization, depreciation and stock compensation expense, net of a year-over-year decrease in amortization of an acquisition-related inventory step-up and a 2025 pretax gain on the sale of a product line. Depreciation expense relates to the Company’s manufacturing and operating facilities as well as instrumentation leased to customers under OTL arrangements. Depreciation, amortization, impairments and stock compensation are noncash expenses that decrease earnings without a corresponding impact to operating cash flows. Unrealized investment gains/losses impact net earnings without immediately impacting cash flows as the cash flow impact from investments occurs when the invested capital is returned to the Company.
-
The aggregate of trade accounts receivable, inventories and trade accounts payable used $441 million in operating cash flows during the first nine months of 2025, compared to $179 million of operating cash flows provided in the comparable period of 2024. The amount of cash flow generated from or used by the aggregate of trade accounts receivable, inventories and trade accounts payable depends upon how effectively the Company manages the cash conversion cycle, which effectively represents the number of days that elapse from the day it pays for the purchase of raw materials and components to the collection of cash from its customers and can be significantly impacted by the timing of collections and payments in a period.
-
The aggregate of prepaid expenses and other assets, deferred income taxes and accrued expenses and other liabilities used $424 million of operating cash flows during the first nine months of 2025, compared to $551 million of operating cash flows used in the comparable period of 2024. The timing of cash income tax payments and customer funding, net of normal operations drove the majority of this change.
Investing Activities
Cash flows relating to investing activities consist primarily of cash used for acquisitions and capital expenditures, including instruments leased to customers, cash used for investments and cash proceeds from divestitures of businesses or assets.
Net cash used in investing activities decreased $475 million in the nine-month period ended September 26, 2025 compared to the comparable period of 2024, primarily as a result of a decrease in cash paid for acquisitions, purchases of investments and capital expenditures, partially offset by lower proceeds from the sales of investments. In addition, during the nine-month periods ended September 26, 2025 and September 27, 2024 the Company invested $79 million and $188 million, respectively, in non-marketable equity securities and partnerships.
Though the relative significance of particular categories of capital investment can change from period to period, capital expenditures are typically made for the manufacture of instruments that are used in OTL arrangements that certain of the Company’s businesses enter into with customers, increasing manufacturing capacity, replacing equipment, purchasing facilities, supporting new product development and improving IT systems. Capital expenditures decreased $91 million on a year-over-year basis for the nine-month period ended September 26, 2025 compared to the comparable period in 2024.
Financing Activities and Indebtedness
Cash flows relating to financing activities can consist of cash flows associated with the issuance and repayments of commercial paper, issuance and repayment of long-term debt, borrowings under committed credit facilities, issuance and repurchases of common stock, issuance of preferred stock and payments of cash dividends to shareholders. Financing activities used cash of approximately $4.3 billion during the nine-month period ended September 26, 2025 compared to approximately $6.7 billion of cash used in the comparable period of 2024. The year-over-year decrease in cash used in financing activities was primarily due to lower repurchases of the Company’s common stock in the 2025 period compared to 2024 and lower repayments of long-term borrowings in 2025 compared to 2024, partially offset by lower proceeds from the issuance of common stock in connection with stock-based compensation and higher dividend payments year-over-year.
On October 10, 2025, DH Switzerland Finance S.a.r.l., a wholly-owned finance subsidiary of the Company, completed an underwritten offering of Swiss franc-denominated bonds and received net proceeds from the issuance, after underwriting discounts and commissions and offering expenses, of approximately CHF 1.2 billion (approximately $1.6 billion based on currency exchange rates as of the date of the pricing of the Swiss Bonds). For a description of the Company’s outstanding debt as of September 26, 2025, long-term debt repayments, the Swiss Bond issuance and the Company’s commercial paper programs and credit facility, refer to Note 10 to the accompanying Consolidated Condensed Financial Statements. As of September 26, 2025, the Company was in compliance with all of its respective debt covenants.
Stock Repurchase Program
For information regarding the Company’s stock repurchase program and repurchases of common stock, refer to Part II—Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds”.
Dividends
Aggregate cash payments for dividends on Company common stock during the nine-month period ended September 26, 2025 were $652 million compared to $573 million for the nine-month period ended September 27, 2024. The increase in dividend payments on the Company’s common stock compared to the comparable period of 2024 is due to the increases in the quarterly dividend rate for common stock beginning with respect to the dividends paid in the second quarters of each of 2024 and 2025, partially offset by lower average common stock outstanding.
In the third quarter of 2025, the Company declared a regular quarterly dividend of $0.32 per share of Company common stock payable on October 31, 2025 to holders of record as of September 26, 2025.
Cash and Cash Requirements
As of September 26, 2025, the Company held approximately $1.5 billion of cash and cash equivalents that were held on deposit with financial institutions or invested in highly liquid investment-grade debt instruments with a maturity of 90 days or less. Of the cash and cash equivalents, $207 million was held within the U.S. and approximately $1.3 billion was held outside of the U.S. The Company will continue to have cash requirements to support general corporate purposes, which may include working capital needs, capital expenditures, acquisitions and investments, paying interest and servicing debt, paying taxes and any related interest or penalties, funding its restructuring activities and pension plans as required, paying dividends to shareholders, repurchasing shares of the Company’s common stock and supporting other business needs.
The Company generally intends to use available cash and internally generated funds to meet these cash requirements, but in the event that additional liquidity is required, the Company may also borrow under its commercial paper programs (if available) or borrow under the Company’s Credit Facility, enter into new credit facilities and either borrow directly thereunder or use such credit facilities to backstop additional borrowing capacity under its commercial paper programs (if available) and/or access the capital markets (if available). The Company also may from time to time seek to access the capital markets to take advantage of favorable interest rate environments or other market conditions. With respect to the commercial paper and any other notes scheduled to mature during the next twelve months, the Company expects to repay the principal amounts when due using available cash, proceeds from new issuances of commercial paper (if available), drawing on its Credit Facility and/or proceeds from other debt issuances. Refer to Note 10 to the accompanying Consolidated Condensed Financial Statements for additional information regarding the classification of commercial paper and other notes scheduled to mature during the next twelve months.
While repatriation of some cash held outside the U.S. may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the U.S. Following enactment of the Tax Cuts and Jobs Act and the associated Transition Tax, in general, repatriation of cash to the U.S. can be completed with no incremental U.S. tax; however, repatriation of cash could subject the Company to non-U.S. taxes on distributions. The cash that the Company’s non-U.S. subsidiaries hold for indefinite reinvestment is generally used to finance foreign operations and investments, including acquisitions. The income taxes, if any, that would be applicable to the repatriation of such earnings (including basis differences in our foreign subsidiaries) are not readily determinable. As of September 26, 2025, management believes that it has sufficient sources of liquidity to satisfy its cash needs, including its cash needs in the U.S.
CRITICAL ACCOUNTING ESTIMATES
The Company is supplementing the critical accounting estimates as described in the 2024 Annual Report with the following critical accounting estimate. There have been no other material changes to the Company’s critical accounting estimates as described in the 2024 Annual Report.
Acquired intangibles - The Company reviews identified intangible assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Determining whether an impairment loss occurred for finite-lived intangibles requires a comparison of the carrying amount of the asset group to the sum of undiscounted cash flows expected to be generated by the asset group. These analyses require management to make
judgments and estimates about future revenues, expenses, market conditions and discount rates related to these assets. Indefinite-lived intangibles are subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate that potential impairment exists. Determining whether an impairment loss occurred for indefinite-lived intangible assets involves calculating the fair value of the indefinite-lived intangible assets and comparing the fair value to their carrying value. In addition, the Company reviews the useful lives for intangible assets and whether events or changes in circumstances indicate that an indefinite life may no longer be appropriate. If the fair value is less than the carrying value, the difference is recorded as an impairment loss. If actual results are not consistent with management’s estimates and assumptions, goodwill and other intangible assets may be overstated, and a charge would need to be taken against net earnings which would adversely affect the Company’s financial statements.
The Company estimates the fair value of acquired trade names through the use of a relief from royalty method, which values an indefinite-lived intangible asset by estimating the royalties saved through the ownership of an asset. Under this method, an owner of an indefinite-lived intangible asset determines the arm’s length royalty that likely would have been charged if the owner had to license the asset from a third-party. The royalty rate, which is based on the estimated rate applied against forecasted sales, is tax-effected and discounted to present value using a discount rate commensurate with the relative risk of achieving the cash flow attributable to the asset. Management judgment is necessary to determine key assumptions, including revenue growth rates, perpetual revenue growth rates, royalty rates and discount rates. As further described in Note 8 to the accompanying Consolidated Condensed Financial Statements, in connection with the decision to reorganize and integrate certain genomics consumables businesses in the Life Sciences operating segment, the Company recorded a noncash impairment charge of $432 million pretax ($328 million after-tax) for the nine-month period ended September 26, 2025 related to a trade name. The charge is included in SG&A expenses in the accompanying Consolidated Condensed Statement of Earnings. Following this impact, if the fair value of the trade name declined by 10%, the Company estimates it would record an additional impairment charge of $8 million.
Goodwill is evaluated for impairment on a reporting unit basis. Reporting units resulting from recent acquisitions generally present the highest risk of impairment. Management believes the impairment risk associated with these reporting units generally decreases as these businesses are integrated into the Company and better positioned for potential future earnings growth. The Company’s reorganization and integration of certain businesses in the Life Sciences operating segment at the beginning of the third quarter of 2025, as described in the previous paragraph, changed two of its five goodwill reporting units and triggered a goodwill impairment analysis. The Company performed goodwill impairment analyses prior to, and after, the change in reporting units and in both instances, the fair values of the Company’s reporting units exceeded their carrying values and consequently did not result in an impairment charge. In the test of the prior reporting units, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) for each of the previous reporting units as of the testing date ranged from approximately 30% to approximately 365%. The excess of the estimated fair value over carrying value for each of the Company’s current reporting units as of the testing date ranged from approximately 40% to approximately 365%. The decrease in the excess of the estimated fair value over carrying value from the Company’s 2024 annual goodwill impairment test to the third quarter 2025 tests reflect the 2025 business performance and the current trading multiples for companies operating in businesses similar to the Company’s reporting units (used within the market approach to estimate fair value under the goodwill impairment test). To evaluate the sensitivity of the fair value calculations used in both goodwill impairment tests, the Company applied a hypothetical 10% decrease to the fair values of each of the reporting units and compared those hypothetical values to the reporting unit carrying values. Based on this hypothetical 10% decrease, the excess of the estimated fair value over carrying value for each of the Company’s current reporting units ranged from approximately 30% to approximately 315%.
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